Introduction

The case of Sumat Kumar Gupta vs. Committee of Creditors of M/S Vallabh Textiles Company Ltd. stands as a crucial examination of procedural fairness and the rights of insolvency professionals under India’s Insolvency and Bankruptcy Code (IBC), 2016. This appeal, brought before the National Company Law Appellate Tribunal (NCLAT), challenges the decision of the National Company Law Tribunal (NCLT), Chandigarh Bench, which permitted the replacement of the Resolution Professional without affording an opportunity for a hearing.

At the heart of the dispute lies the interpretation of Section 27 of the IBC, which allows the Committee of Creditors (CoC) to replace a Resolution Professional by securing the requisite voting majority. The appellant, Sumat Kumar Gupta, contended that the adjudicating authority’s decision to approve his replacement without notice contravened principles of natural justice. On the other hand, the CoC, led by Punjab National Bank, maintained that the statutory framework does not necessitate such procedural safeguards.

This case underscores fundamental issues within India’s insolvency framework, including the balance between procedural expediency and fairness. By scrutinizing the statutory obligations of the adjudicating authority and the CoC, this decision is set to influence the evolving jurisprudence on the rights and limitations of insolvency professionals in the corporate resolution process.

FACTS

The appellant, Sumat Kumar Gupta, is an Insolvency Professional who formerly served as the Resolution Professional (RP) for M/S Vallabh Textiles Company Ltd. The dispute arises from the decision of the National Company Law Tribunal (NCLT), Chandigarh Bench, which approved the replacement of the appellant as RP upon the request of the Committee of Creditors (CoC), led by Punjab National Bank. The appellant contends that this decision was made without granting him an opportunity to be heard, thereby violating the principles of natural justice.

The insolvency proceedings against M/S Vallabh Textiles Company Ltd. commenced under the Insolvency and Bankruptcy Code (IBC), 2016. As per the statutory framework, the CoC, upon forming an opinion that a change in the Resolution Professional is required, can initiate replacement through a resolution passed by at least 66% of voting shares. In the present case, the CoC convened a meeting on June 4, 2022, where it unanimously voted to replace the appellant with Mr. Rajiv Khurana as the new Resolution Professional.

Following this decision, the CoC submitted its resolution to the adjudicating authority for approval. The NCLT, without issuing a prior notice or seeking a response from the appellant, passed an order on July 11, 2022, granting the CoC’s request and appointing Mr. Rajiv Khurana as the new RP. Aggrieved by this decision, the appellant approached the National Company Law Appellate Tribunal (NCLAT), asserting that he was denied an opportunity to defend his position. The appellant contended that while Section 27 of the IBC allows for the replacement of an RP, it does not exclude the requirement of procedural fairness. He argued that he should have been given notice and a chance to present his case before the adjudicating authority finalized its decision.

Conversely, the respondent, the CoC of M/S Vallabh Textiles Company Ltd., argued that the statutory provisions of the IBC do not mandate a hearing for the outgoing Resolution Professional. The CoC maintained that once the requisite voting majority is secured for replacement, the adjudicating authority has a limited role in confirming the decision. The respondent further submitted that procedural delays could impede the resolution process, which operates under strict timelines to ensure corporate insolvency resolution without unnecessary litigation.

The NCLAT, after reviewing the statutory provisions and relevant precedents, upheld the NCLT’s decision, ruling that the CoC’s commercial wisdom prevails in such matters. The tribunal observed that Section 27 does not require prior notice to the outgoing RP, nor does it mandate the adjudicating authority to review the merits of the CoC’s decision.

ISSUES

1. Whether the replacement of the Resolution Professional (RP) by the Committee of Creditors (CoC) without providing an opportunity of hearing to the appellant was legally permissible under Section 27 of the Insolvency and Bankruptcy Code (IBC), 2016.
2. Whether the adjudicating authority’s approval of the CoC’s decision to replace the RP, without considering procedural fairness and natural justice principles, was in accordance with the IBC framework.

ARGUMENTS FROM BOTH SIDES 

Arguments by the petitioners

• The petitioner argues that the adjudicating authority approved the replacement of the Resolution Professional (RP) without affording him an opportunity for a hearing. Section 27 of the IBC does not explicitly exclude procedural fairness, and removing the RP without notice violates the fundamental principles of natural justice.
• The petitioner contends that the Committee of Creditors (CoC) did not provide any substantive justification for his removal. The decision was made solely based on a vote, without any allegations of misconduct or inefficiency against him, making the removal arbitrary and unwarranted.
• While the IBC grants the CoC broad discretion in insolvency proceedings, the petitioner asserts that such decisions should not be absolute and must be subject to judicial review, particularly when they affect an individual’s professional standing and rights. The adjudicating authority should have examined whether the CoC’s decision was fair and reasonable before approving it.

Arguments by the Respondents

• The respondents argue that Section 27 of the IBC grants the CoC the authority to replace the RP by securing 66% of the voting share. The provision does not mandate a hearing for the outgoing RP, and the adjudicating authority’s role is limited to confirming the CoC’s decision.
• The respondents assert that the Supreme Court has consistently held that the commercial decisions of the CoC, taken in good faith and in accordance with the IBC, should not be subjected to judicial review. Since the CoC unanimously voted for the replacement, the adjudicating authority rightfully approved the decision without delving into its merits.
• The insolvency process operates under strict timelines, and delays caused by disputes over RP replacements can hinder corporate resolution. Allowing prolonged litigation on such matters would be contrary to the objectives of the IBC, which prioritizes efficiency and expedient decision-making.
• The respondents emphasize that the IBC does not grant an RP any vested right to continue in office against the CoC’s will. Since the CoC represents the collective interests of the creditors, its decision to appoint a new RP should be considered final and binding without necessitating procedural challenges from the outgoing RP.

DECISION

In Sumat Kumar Gupta vs. Committee of Creditors of M/S Vallabh Textiles Company Ltd., the National Company Law Appellate Tribunal (NCLAT) addressed key concerns regarding the replacement of a Resolution Professional (RP) under Section 27 of the Insolvency and Bankruptcy Code (IBC), 2016.

The tribunal ruled that the Committee of Creditors (CoC) acted within its statutory rights to replace the appellant, Sumat Kumar Gupta, as the RP. It emphasized that Section 27 of the IBC clearly provides that once the CoC, with the requisite voting majority of 66%, resolves to replace the RP, the adjudicating authority has a limited role in merely confirming the decision. The tribunal noted that the IBC does not mandate a hearing for the outgoing RP before approving the CoC’s resolution.

Further, the NCLAT rejected the petitioner’s claim that his removal violated natural justice principles. It held that the commercial wisdom of the CoC is paramount and should not be subject to judicial review unless procedural irregularities or bad faith are evident. Since the CoC’s decision was unanimous and no allegations of misconduct were made against the petitioner, the tribunal found no legal basis to challenge the replacement.

Accordingly, the NCLAT upheld the National Company Law Tribunal (NCLT), Chandigarh Bench’s decision, dismissing the appeal. This ruling reinforced the principle that insolvency proceedings should prioritize efficiency, creditor interests, and adherence to statutory timelines, reaffirming the limited judicial intervention in CoC decisions.

CONCLUSION 

The National Company Law Appellate Tribunal (NCLAT) ruling in Sumat Kumar Gupta vs. Committee of Creditors of M/S Vallabh Textiles Company Ltd. reinforces the primacy of the Committee of Creditors (CoC) commercial wisdom while underscoring the procedural framework of the Insolvency and Bankruptcy Code (IBC), 2016.

The decision highlights that under Section 27 of the IBC, the CoC has the authority to replace a Resolution Professional (RP) by securing the requisite 66% voting share without the requirement of a hearing or justification. This interpretation prioritizes the efficiency of the Corporate Insolvency Resolution Process (CIRP) and limits judicial intervention in matters where the CoC exercises its statutory rights. The tribunal’s ruling aligns with prior judicial precedents affirming that insolvency proceedings must adhere to strict timelines and avoid unnecessary delays.

However, the case raises broader concerns about procedural fairness and the extent of judicial oversight in insolvency matters. The appellant contended that natural justice principles should apply even in cases where the statute is silent on the requirement of a hearing. While the NCLAT upheld the CoC’s decision, the ruling highlights the need to balance procedural efficiency with safeguards against arbitrary decision-making.

This case serves as a significant precedent affirming that the commercial wisdom of the CoC prevails in insolvency proceedings. It reinforces the notion that judicial intervention should remain minimal, except in cases where statutory violations or bad faith are evident.